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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 7, 2026
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
DelawareFile No.001-1359513-3668641
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1900 Polaris Parkway
Columbus,OH
and
Im Langacher, P.O. Box MT-100
CH Greifensee, Switzerland43240and 8606
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueMTDNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition
    The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” The information furnished in this Form 8-K and the Exhibit attached hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
    On May 7, 2026 Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2026. A copy of the Release is furnished hereto as Exhibit 99.1 to this report.

Non-GAAP Financial Measures
    Mettler-Toledo supplements its U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measures Mettler-Toledo uses are Adjusted Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash Flow and Local Currency Sales Growth.

Adjusted Earnings per Share
    Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per common share excluding certain non-recurring discrete tax items, amortization of purchased intangible assets, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. The most directly comparable U.S. GAAP financial measure is diluted earnings per common share.
    Mettler-Toledo believes that Adjusted Earnings per Share is important supplemental information for investors. Mettler-Toledo uses this measure because it excludes certain non-recurring discrete tax items, amortization of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax, which management believes are not directly related to current and ongoing operations thereby providing investors with information that helps to compare ongoing operating performance.
    Adjusted Earnings per Share is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Earnings per Share is not intended to represent diluted earnings per common share under U.S. GAAP and should not be considered as an alternative to diluted earnings per common share as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share
    Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share, has certain material limitations as follows:
    It does not include certain non-recurring discrete tax items, amortization expense of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. Because non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges are components of diluted earnings per share under U.S. GAAP, any measure that excludes non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges, has material limitations.


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Adjusted Operating Profit
    Mettler-Toledo defines Adjusted Operating Profit as gross profit less research and development and selling, general and administrative expenses before amortization, interest, restructuring charges and other charges (income), net and taxes. The most directly comparable U.S. GAAP financial measure is earnings before taxes.
    Mettler-Toledo believes that Adjusted Operating Profit is important supplemental information for investors. Adjusted Operating Profit is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, restructuring charges and other charges (income), net and taxes, which are not allocated to the segments.
    On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Profit is an important supplemental method of measuring profitability. It is used internally by senior management for measuring profitability and setting performance targets for managers, and has historically been used as one of the means of publicly providing guidance on possible future results. Mettler-Toledo also believes that Adjusted Operating Profit is an important performance measure because it provides a measure of comparability to other companies with different capital or legal structures, which accordingly may be subject to disparate interest rates and effective tax rates, and to companies which may incur different amortization expenses or impairment charges related to intangible assets.
    Adjusted Operating Profit is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Profit is not intended to represent operating income under U.S. GAAP and should not be considered as an alternative to earnings before taxes as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit
    Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit, has certain material limitations as follows:
•It excludes amortization expense. Because this item is recurring, any measure that excludes amortization expense has material limitations.
•It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations.
•It excludes restructuring charges. Because restructuring charges are a component of operating income under U.S. GAAP, any measure that excludes restructuring charges, has material limitations.
•It excludes other charges (income), net. Because other charges (income), net is a component of operating income under U.S. GAAP, any measure that excludes other charges (income), net, has material limitations.

Adjusted Free Cash Flow
    Mettler-Toledo defines Adjusted Free Cash Flow as net cash provided by operating activities including proceeds from the sale of property, plant and equipment, less capital expenditures, and before restructuring, acquisition cost payments, and tax reform payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities
    
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    Mettler-Toledo believes Adjusted Free Cash Flow is important supplemental information for investors. It is used internally by senior management for measuring operating cash flow generation and setting performance targets for managers, and has historically been used as one of the means of providing guidance on possible future cash flows.
    Adjusted Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Free Cash Flow is not intended to represent net cash provided by operating activities recorded under U.S. GAAP and should not be considered as an alternative to net cash provided by operating activities as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Free Cash Flow
    Mettler-Toledo’s non-GAAP measure, Adjusted Free Cash Flow, has certain material limitations as follows:
•It includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment has material limitations.
•It excludes restructuring, acquisition cost payments, and tax reform payments which is considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes these items has material limitations.

Local Currency Sales Growth
    Mettler-Toledo defines Local Currency Sales Growth as sales growth excluding the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. The most directly comparable U.S. GAAP financial measure is U.S. dollar sales growth.
    Mettler-Toledo believes that Local Currency Sales Growth is important supplemental information for investors. Mettler-Toledo believes local currency information provides a helpful assessment of business performance and a useful measure of results between periods.
    Local Currency Sales Growth is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Local Currency Sales Growth is not intended to represent U.S. dollar sales growth under U.S. GAAP and should not be considered as an alternative to U.S. dollar sales growth as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth
    Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth, has certain material limitations as follows:
    It does not include the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. Because the effect of changes in foreign currency exchange rates is a component of sales growth under U.S. GAAP, any measure that excludes the effect of changes in foreign currency exchange rates, has material limitations.


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    Adjusted Earnings per Share, Adjusted Operating Income, Adjusted Free Cash Flow and Local Currency Sales Growth should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflect additional measures of comparability and means of viewing aspects of Mettler-Toledo’s operations that, when viewed together with its U.S. GAAP results and the accompanying reconciliations to net earnings, net cash provided by operating activities and diluted earnings per share, provide a more complete understanding of factors and trends affecting its business.
    Because Adjusted Earnings per Share, Adjusted Operating Income, Adjusted Free Cash Flow and Local Currency Sales Growth are not standardized, it may not be possible to compare with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
    The Release provides a reconciliation of Adjusted Earnings per Share, Adjusted Operating Income and Adjusted Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP. The Release also presents Local Currency Sales Growth in conjunction with its most comparable financial measure recorded under U.S. GAAP.
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Item 9.01 Financial Statements and Exhibits

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provision of Regulation S-T.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


                            
METTLER-TOLEDO INTERNATIONAL INC.
Dated:May 7, 2026By:/s/Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer



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FOR IMMEDIATE RELEASEExhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FIRST QUARTER 2025 RESULTS


COLUMBUS, Ohio, USA – May 7, 2026 – Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2026. Provided below are the highlights:

•Reported sales increased 7% compared with the prior year. In local currency, sales increased 3% compared with the prior year reflecting an increase of 1% excluding acquisitions.

•Net earnings per diluted share as reported (EPS) were $8.33, compared with $7.81 in the prior-year period. Adjusted EPS was $8.91, an increase of 9% over the prior-year amount of $8.19. Adjusted EPS is a non-GAAP measure, and a reconciliation to EPS is included on the last page of the attached schedules.

First Quarter Results

Patrick Kaltenbach, President and Chief Executive Officer, stated, “We are pleased with our first quarter results as we delivered good performance in an increasingly uncertain market environment. Solid execution of our margin initiatives supported very good Adjusted EPS growth.”

GAAP Results
EPS in the quarter was $8.33, compared with the prior-year amount of $7.81.

Compared with the prior year, total reported sales increased 7% to $947.1 million. By region, reported sales increased 3% in the Americas, 12% in Europe, and 8% in Asia/Rest of World. Earnings before taxes amounted to $209.7 million, compared with $201.9 million in the prior year.

Non-GAAP Results
Adjusted EPS was $8.91, an increase of 9% over the prior-year amount of $8.19.

Compared with the prior year, total sales in local currency increased 3%. By region, local currency sales increased 2% in the Americas, 1% in Europe, and 5% in Asia/Rest of World. Excluding acquisitions, first quarter local currency sales increased 1%, including flat sales in the Americas and 3% growth in Asia/Rest of World. Adjusted Operating Profit amounted to $246.2 million, compared with the prior-year amount of $236.7 million.

Adjusted EPS and Adjusted Operating Profit are non-GAAP measures. Reconciliations to the most comparable GAAP measures are provided in the attached schedules.

Outlook

Management cautions that market conditions are uncertain and could change quickly. Based on today's assessment, management anticipates local currency sales for the second quarter of 2026 will increase approximately 3%. Adjusted EPS is forecast to be $10.70 to $10.85, a growth rate of 6% to 8%.

For the full year 2026, management anticipates local currency sales will increase approximately 4%. Adjusted EPS is forecast to be in the range of $46.30 to $46.95, representing growth of approximately 8% to 10%. This compares with previous local currency sales growth guidance of approximately 4% and Adjusted EPS guidance of $46.05 to $46.70.

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The Company does not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort the timing and amount of future restructuring and other non-recurring items.

Conclusion

Kaltenbach concluded, “Our investments in innovation continue to provide tangible benefits and also position us strongly to capitalize on our customers’ investments in automation, digitalization, and onshoring in the future. While we recognize increased uncertainty in the macroeconomic environment, we remain confident in our agility and the strong execution of our growth and margin expansion programs to achieve solid Adjusted EPS growth this year.”

Other Matters

The Company will host a conference call to discuss its quarterly results tomorrow morning (Friday, May 8) at 8:30 a.m. Eastern Time. To listen to a live webcast or replay of the call, visit the investor relations page on the Company’s website at investor.mt.com. The presentation referenced on the conference call will be located on the website prior to the call.

METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control and manufacturing processes for customers in a wide range of industries including life sciences, food and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.

You should not rely on forward-looking statements to predict our actual results. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or “continue.”

We make forward-looking statements in this Quarterly Report about future events or our future financial performance, including sales and earnings growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, share repurchases, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, the impact of inflation, ongoing developments related to global trade disputes/tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine and continuing instability in the Middle East on our business.

Our forward-looking statements may not be accurate or complete, speak only as of the date of this Quarterly Report, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including ongoing developments related to global trade disputes/tariffs, governmental policies, the geopolitical environment, inflation, the conflict in Ukraine and continuing instability in the Middle East. See in particular “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the SEC from time to time.
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METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share data)
(unaudited)
Three months endedThree months ended
March 31, 2026% of salesMarch 31, 2025% of sales
Net sales$947,127 (a)100.0$883,744 100.0
Cost of sales391,311 41.3357,865 40.5
Gross profit555,816 58.7525,879 59.5
Research and development51,275 5.446,346 5.2
Selling, general and administrative258,326 27.3242,799 27.5
Amortization19,612 2.117,193 2.0
Interest expense17,007 1.816,653 1.9
Restructuring charges7,270 0.83,767 0.4
Other charges (income), net(7,329)(0.8)(2,821)(0.3)
Earnings before taxes209,655 22.1201,942 22.8
Provision for taxes40,201 4.238,355 4.3
Net earnings$169,454 17.9$163,587 18.5
Basic earnings per common share:
Net earnings$8.35 $7.84 
Weighted average number of common shares20,286,133 20,868,873 
Diluted earnings per common share:
Net earnings$8.33 $7.81 
Weighted average number of common and common equivalent shares20,338,274 20,945,188 
Note:
(a)Local currency sales increased 3% as compared to the same period in 2025.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT
Three months endedThree months ended
March 31, 2026% of salesMarch 31, 2025% of sales
Earnings before taxes$209,655 $201,942 
Amortization19,612 17,193 
Interest expense17,007 16,653 
Restructuring charges7,270 3,767 
Other charges (income), net(7,329)(2,821)
Adjusted operating profit$246,215 (b)26.0$236,734 26.8
Note:
(b)Adjusted operating profit increased 4% as compared to the same period in 2025.


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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
March 31, 2026December 31, 2025
Cash and cash equivalents$60,574 $66,888 
Accounts receivable, net708,206778,243
Inventories404,826387,228
Other current assets and prepaid expenses158,305130,308
Total current assets1,331,9111,362,667
Property, plant and equipment, net830,329 845,636 
Goodwill and other intangible assets, net1,010,637 1,018,135 
Other non-current assets496,038 486,208 
Total assets$3,668,915 $3,712,646 
Short-term borrowings and maturities of long-term debt$67,042 $63,931 
Trade accounts payable228,719 266,628 
Accrued and other current liabilities812,600 867,557 
Total current liabilities1,108,361 1,198,116 
Long-term debt2,161,596 2,088,241 
Other non-current liabilities440,841 449,925 
Total liabilities3,710,798 3,736,282 
Shareholders’ equity(41,883)(23,636)
Total liabilities and shareholders’ equity$3,668,915 $3,712,646 















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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
Three months ended
March 31,
20262025
Net earnings$169,454 $163,587 
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
      Depreciation13,160 12,464 
      Amortization19,612 17,193 
      Deferred tax provision (benefit)(1,994)(879)
      Share-based compensation5,469 5,139 
  Proceeds from government grant (a)6,240 — 
  Decrease in cash resulting from changes in
     operating assets and liabilities(72,147)(3,055)
            Net cash provided by operating activities139,794 194,449 
Cash flows from investing activities:
   Purchase of property, plant and equipment(17,414)(17,255)
   Acquisitions(2,242)— 
   Other investing activities(11,692)10,348
            Net cash used in investing activities(31,348)(6,907)
Cash flows from financing activities:
   Proceeds from borrowings513,590 512,496 
   Repayments of borrowings(420,104)(479,326)
   Proceeds from exercise of stock options620 2,198 
   Repurchases of common stock(206,250)(218,749)
   Acquisition contingent consideration paid(2,190)— 
Other financing activities— (764)
            Net cash used in financing activities(114,334)(183,381)
Effect of exchange rate changes on cash and cash equivalents(426)1,532 
Net (decrease) increase in cash and cash equivalents(6,314)4,929 
Beginning of period66,888 59,362 
End of period$60,574 $64,291 
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
Three months ended
March 31,
20262025
Net cash provided by operating activities$139,794 $194,449 
Payments in respect of restructuring activities3,436 2,566 
Payments for acquisition transaction costs137 — 
Proceeds from government grant (a)(6,240)— 
Purchase of property, plant and equipment(17,414)(17,255)
Adjusted free cash flow$119,713 $179,760 
(a)In December 2025, the Company entered into an agreement with the government of Xuhui, China to increase production automation and capacity and improve logistics. The Company will receive proceeds of approximately $31 million, of which approximately $18 million is expected to offset future purchases of property, plant and equipment and approximately $13 million is expected to offset future operating expenses. For the three months ended March 31, 2026, funding proceeds of $6.2 million that will offset future operating expenses is excluded from Adjusted free cash flow.
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METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
SALES GROWTH BY DESTINATION
(unaudited)
AmericasEuropeAsia/RoWTotal
U.S. Dollar Sales Growth
Three Months Ended March 31, 20263 %12 %8 %7 %
Local Currency Sales Growth
Three Months Ended March 31, 20262 %1 %5 %3 %
Note:
(a)Net sales in local currency excluding acquisitions grew 1%, including flat sales in the Americas and 3% sales growth in Asia/Rest of World, for the three months ended March 31, 2026.
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
Three months ended
March 31,
20262025% Growth
EPS as reported, diluted$8.33 $7.81 7%
Purchased intangible amortization, net of tax
0.27 (a)0.23 (a)
Restructuring charges, net of tax0.29 (b)0.15 (b)
Income tax expense
0.02 — (c)
Adjusted EPS, diluted$8.91 $8.19 9%
Notes:
(a)Represents the EPS impact of purchased intangibles amortization of $7.1 million ($5.4 million after tax) and $6.3 million ($4.9 million after tax) for the three months ended March 31, 2026 and 2025, respectively.
(b)Represents the EPS impact of restructuring charges of $7.3 million ($5.9 million after tax) and $3.8 million ($3.1 million after tax) for the three months ended March 31, 2026 and 2025, respectively, which primarily include employee related costs.
(c)Represents the EPS impact of the difference between our quarterly and estimated annual tax rate before non-recurring discrete items during the three months ended March 31, 2026 due to the timing of excess tax benefits associated with stock option exercises.



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